Kelleher Eric Robert 4

What Happened

• Eric Kelleher, President and Chief Operating Officer of Okta, sold 16,818 shares in an open‑market sale on March 19, 2026 at $80.00 per share, generating $1,345,440. On the same date he was granted 73,901 restricted stock units (RSUs) (derivative award) with $0 purchase price.

Key Details

• Transaction date: March 19, 2026; Form 4 filed March 23, 2026.
• Sale: 16,818 shares at $80.00 each for $1,345,440 (code S).
• Award: 73,901 RSUs granted (code A); each RSU equals one share (footnote F2).
• Sale was effected pursuant to a Rule 10b5‑1 trading plan adopted April 15, 2025 (footnote F1).
• RSU vesting: 8.33% of the RSUs vest on June 15, 2026, with the remainder vesting in 11 equal quarterly installments thereafter (footnote F3). Footnotes F4 and F5 note prior 8.33% vesting on June 15, 2024 and June 15, 2025 for related awards. Footnote F6 notes certain options are fully vested and exercisable.
• Shares owned after the reported transactions are not specified in the summary provided.

Context

• The sale was under a pre‑arranged 10b5‑1 plan, which is commonly used to execute routine sales regardless of short‑term company news; the RSU grant is a time‑vesting compensation award and does not produce immediate proceeds until shares vest. The filing does not indicate any late filing.